SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                        _________________

                            FORM 10-Q

(Mark One)

[  X  ]   Quarterly report pursuant to Section 13 or 15(d)
          of the Securities Exchange Act of 1934

For the twelve weeks ended October 11, 1997.

                               OR

[     ]  Transition report pursuant to Section 13 or 15(d)
         of the Securities Exchange Act of 1934


Commission file number 01-19592


                GENERAL NUTRITION COMPANIES, INC.
     (Exact name of Registrant as specified in its charter)
                                

     DELAWARE                                     4-3056351
     (state or other jurisdiction of              (I.R.S. Employer
     Incorporation or organization)               Identification No.)

     300 Sixth Avenue                             15222
     Pittsburgh, Pennsylvania                     (Zip Code)
     (Address of principal executive office)

     Registrant's telephone number, including area code:  (412) 288-4600


        Indicate by a check mark whether the registrant  (1)  has
filed all reports required to be filed by section 13 or 15(d)  of
the  Securities  Exchange  Act of 1934 during  the  preceding  12
months  (or  for  such  shorter period that  the  registrant  was
required to file such reports), and (2) has been subject to  such
filing   requirements   for  the   past   90   days.  Yes x   No 


     As of November 21, 1997, the number of shares outstanding of
the registrant's common stock was 81,648,569.



PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

               GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                                                          
                          Consolidated Balance Sheets
                       (in thousands, except share data)

                                          October 11,   February 1,
                                             1997          1997
                                         (unaudited)
ASSETS                                                        
Current Assets:                                       
   Receivables                             $  69,944   $  58,711
   Inventories                               217,923     198,361                
   Deferred tax assets                        18,903      18,903
   Other current assets                       14,403      17,498
     Total current assets                    321,173     293,473
                                                              
Property, plant and equipment, net           190,117     175,352
Other assets                                  53,980      44,891
Deferred financing fees, net of accumulated 
  amortization of $2,284 and $1,538            4,072       3,066
Goodwill, net of accumulated amortization                      
  of $59,607 and $52,907                     271,084     263,060
                                           $ 840,426   $ 779,842
                                                              
LIABILITIES AND SHAREHOLDERS' EQUITY                          
Current Liabilities:                                          
   Accounts payable                        $  89,769   $  79,958
   Accrued salaries, wages, vacations and                     
     related taxes                            20,349      17,198
   Accrued income taxes                       23,194       7,008
   Other current liabilities                  62,452      54,637
   Long-term debt, current portion               965         984
     Total current liabilities               196,729     159,785
                                                              
Long-term debt                               345,978     377,885
Deferred tax liabilities                       1,459       1,462
Commitments and contingencies                    -           -
Minority interest                                317         487
Put options                                   98,500         -
                                                              
Shareholders' Equity:                                         
   Common stock, $.01 par value:                              
     Authorized 200,000,000 shares,                          
     issued and outstanding 81,283,204 
     shares at October 11, 1997 and 
     91,287,289 shares, including shares 
     in treasury, at February 1, 1997            813         913
   Additional paid-in capital                143,480     319,297
   Stock options outstanding                   8,121      10,917
   Subscriptions receivable                   (3,933)     (3,295)
   Currency translation adjustment              (350)        483
   Accumulated earnings                      142,372      71,527
                                                              
                                             290,503     399,842
   Treasury stock, at cost, 10,000,000                        
     shares at February 1, 1997                  -      (159,619)
   Put options                               (93,060)        -
                                                              
                                             197,443     240,223
                                           $ 840,426   $ 779,842
                                            
                                                              
Notes to Consolidated Financial Statements are an integral part of these
statements.
                                                              

                            GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                                      
                                   Consolidated Statements of Operations
                                   (in thousands, except per share data)
                                                (unaudited)
                                                                     
                                                       
                                 12 Weeks Ended            36 Weeks Ended
                            October 11,   October 12,  October 11, October 12,
                              1997            1996        1997         1996
                                                                
Net revenue                   $277,970      $226,622     $816,633    $674,539
Cost of sales, including 
  costs of warehousing,
  distribution and occupancy   170,625       139,723      498,500     417,707
Selling, general and         
  administrative                61,234        50,909      179,421     147,184
Amortization of goodwill         1,884         2,129        6,743       6,520
Restructuring charge                 -             -            -      80,243
Compensation expense                 -             -          289           -
Operating earnings              44,227        33,861      131,680      22,885
Interest expense                 5,309         4,438       15,966      10,761
Earnings before income taxes   
  and minority interest         38,918        29,423      115,714      12,124
Income taxes                    15,042        11,553       45,039      25,955
Minority interest                  (56)            -         (170)          -
Net earnings (loss)           $ 23,932      $ 17,870     $ 70,845    $(13,831)
                                                                   
                                                                    
Primary earnings (loss)
  per share                   $   0.29      $   0.21     $   0.85    $  (0.16)
                                                                   
Primary weighted average                               
  common shares                 83,240        84,570       82,924      86,364
                                                                   
                                                                   
Fully diluted earnings (loss)        
  per share                  $    0.29      $   0.21     $   0.85    $  (0.16)
                                                                   
Fully diluted weighted average  
  common shares                 83,345        84,997       83,201      86,364

                                                    
Notes to Consolidated Financial Statements are an integral part of these 
statements.
                                
         
                       
         GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                                                        
                Consolidated Statements of Cash Flows
                           (in thousands)
                             (unaudited)
                                                        
                                               
                                              36 Weeks Ended
                                         October 11,     October 12,
                                            1997            1996
                                                                               
Cash flows from operating activities:                      
   Net earnings (loss)                    $  70,845      $ (13,831)
   Adjustments to reconcile net earnings                   
    (loss) to net cash provided
     by operating activities                             
          Depreciation and amortization      30,421         27,618
          Amortization of deferred                         
            financing fees                      746            423
          Restructuring charge                    -         80,243
          Compensation expense                  289              -
          Other                                (228)           377
          Change in operating assets and                   
            liabilities:
             Increase in receivables        (10,105)       (10,284)
             Increase in inventories        (19,562)       (41,724)
             Increase in other assets        (1,209)          (272)
             Increase (decrease) in                        
               accrued taxes                 16,186           (561)
             Increase in accounts payable                  
               and accrued liabilities       14,795         11,085
             Increase (decrease) in other                  
               working capital items          6,680         (5,553)
                Total adjustments            38,013         61,352
   Net cash provided by operating                           
     activities                             108,858         47,521
                                                     
Cash flows from investing activities:                      
     Capital expenditures                   (39,155)       (42,792)
     Proceeds from disposal of assets         1,050              -
     Increase in franchisee notes                          
       receivable                            (2,417)        (5,582)
     Payments for franchise store                          
       acquisitions                         (14,522)        (4,529)
     Payments made for acquisitions, net                   
       of cash acquired                           -        (10,636)
     Loan to related party                   (7,662)        (3,536)
   Net cash used in investing activities    (62,706)       (67,075)
                                                           
Cash flows from financing activities:                      
     Net (payments) borrowings on                          
       revolving credit facility            (31,200)       126,401
     Retirement of long-term debt                 -        (34,001)
     Book balance bank overdraft              2,694          5,825
     Decrease in capital lease obligations     (726)        (1,222)
     Redemption of redeemable preferred                    
       stock                                   (184)           (31)
     Net proceeds from issuance of common                  
       stock                                 15,150         40,469
     Proceeds from sale of put options        5,440              -
     Stock subscriptions receivable             331              -
     Net payments for treasury stock        (35,072)      (117,300)
     Increase in deferred financing fees     (1,752)          (550)
   Net cash (used in) provided by                          
       financing activities                 (45,319)        19,591
Effect of exchange rate changes on cash        (833)           (37)
Net change in cash                                -              -
Beginning balance, cash                           -              -
Ending balance, cash                      $       -        $     -  
                                                    
                                                           
Supplemental disclosures of cash flow information:
     Cash paid during the period for:                      
         Interest                         $  15,924      $  10,277
         Income taxes                     $  31,130      $  25,076
                                                           
                                                           
Non-cash transactions:                                     
 (a) On August 17, 1996, $9.2 million of common stock was issued in 
     connection with the acquisition of Nature's Fresh Northwest, Inc.         
                                                           
                                                           
Notes to Consolidated Financial Statements are an integral part of these 
statements.
                



                   GENERAL NUTRITION COMPANIES, INC.
               Notes to Consolidated Financial Statements
                                
                             (unaudited)
                                
1.Basis  of  Reporting.   In  the opinion  of  General  Nutrition
  Companies,  Inc.  (the  "Company"), the  information  furnished
  includes  all  adjustments necessary for fair  presentation  of
  the  consolidated financial position of the Company at  October
  11,  1997  and  February 1, 1997 and the results of  operations
  for  the twelve and thirty-six weeks ended October 11, 1997 and
  October  12,  1996.  All such adjustments are of a  normal  and
  recurring  nature except for the restructuring charge discussed
  in Note 8.

  Certain  information and footnote disclosures normally included
  in   the  financial  statements  prepared  in  accordance  with
  generally  accepted  accounting  principles  have  been  either
  condensed  or omitted.  It is suggested that these consolidated
  financial  statements be read in conjunction with the financial
  statements and footnotes included in the Company's 1996  Annual
  Report  on  Form 10-K for the fiscal year ended on February  1,
  1997  filed  with the Securities and Exchange Commission.   The
  consolidated financial statements include the accounts  of  the
  Company   and   its   wholly-owned   subsidiaries   after   the
  elimination  of  intercompany balances and  transactions.   The
  consolidated  statements  of  operations  for  the  twelve  and
  thirty-six  weeks ended October 11, 1997 and October  12,  1996
  and  the  consolidated statements of cash flows for the thirty-
  six  weeks ended October 11, 1997 and October 12, 1996 are  not
  necessarily  indicative of the operating results for  the  full
  year.

  The  preparation  of  financial statements in  conformity  with
  generally  accepted  accounting principles requires  management
  to  make  estimates  and assumptions that affect  the  reported
  amounts  of assets and liabilities and disclosure of contingent
  assets  and liabilities at the date of the financial statements
  and  the  reported amounts of revenues and expenses during  the
  reporting  period.   Actual results  could  differ  from  those
  estimates.

2.Earnings   Per   Share.   In  February  1997,   the   Financial
  Accounting  Standards  Board  issued  Statement  of   Financial
  Accounting  Standards ("SFAS") No. 128, "Earnings  per  Share",
  which   establishes  standards  for  computing  and  presenting
  earnings  per share and applies to entities with publicly  held
  common  stock  or  potential common stock.  This  Statement  is
  effective  for  financial statements issued for periods  ending
  after  December  15, 1997, including interim  periods;  earlier
  application   is   not  permitted.   This  Statement   requires
  restatement  of  all  prior-period  earnings  per  share   data
  presented.   The  basic earnings (loss) per share  and  diluted
  earnings  (loss) per share as defined by SFAS No. 128  for  the
  twelve  and thirty-six weeks ended October 11, 1997 and October
  12,  1996  approximates the historically presented primary  and
  fully diluted earnings (loss) per share.

3.Cash.   The  Company  utilizes a cash management  system  under
  which  a  book balance cash overdraft exists for the  Company's
  primary   disbursement  accounts.   This  overdraft  represents
  uncleared  checks in excess of cash balances in bank  accounts.
  The  Company's funds are borrowed on an as needed basis to  pay
  for  clearing  checks.   At October 11, 1997  and  February  1,
  1997,  cash  overdrafts  of  $2.7  million  and  $3.9  million,
  respectively,  were included in accounts payable.   At  October
  11,  1997,  the  Company had $353.1 million  available  on  its
  $700 million revolving  credit  facility  after  excluding $2.9   
  million restricted for letters of credit.

4.Reclassifications.   Certain  amounts  reported  in  previously
  issued  financial statements have been reclassified to  conform
  to the 1997 presentation.

5.Put  Options.   During the thirty-six weeks ended  October  11,
  1997,  the Company sold put options on 4 million shares of  the
  Company's  common stock and recorded proceeds of $5.4  million.
  The  amount  related to the Company's potential obligation  has
  been recorded from shareholders' equity to put options.  The  4
  million  options  outstanding at October  11,  1997  expire  in
  November and December, 1997 and have an exercise price  ranging
  from $21 to $28 per share.  On November 15, 1997, 1 million  of
  the  outstanding put options, with a settlement  value  of  $21
  million, expired with no shares being repurchased.

6.Legal  Proceedings.  Certain Company subsidiaries are named  as
  defendants  in  legal  actions brought  in  federal  and  state
  courts  by certain parties seeking damages resulting  from  the
  ingestion  of  certain  products  containing  manufactured   L-
  Tryptophan.   No  provision  has been  made  in  the  financial
  statements  for  any loss that may result to the  Company  from
  these actions.  See Note 13 in the Company's Form 10-K for  the
  fiscal year ended February 1, 1997.

  On  June  24, 1996, an action was commenced against the Company
  in  the  Court  of  Chancery of the State of Delaware  entitled
  LaValla  v.  Thomas  H.  Lee et al,  Civil  Action  No.  15080.
  Plaintiff  asserts that the Company is liable for  a  violation
  of  Section  11 of the Securities Act of 1933, arising  out  of
  allegedly  false  and misleading statements in  the  Prospectus
  and  Registration  Statement for a public  offering  of  common
  stock  of  the  Company which took place on February  7,  1996.
  Plaintiff  also alleges that two directors and shareholders  of
  the  Company,  Thomas H. Lee (a director at  the  time  of  the
  offering)  and Thomas R. Shepherd, are liable for  a  violation
  of  Section  11 of the Securities Act of 1933, arising  out  of
  the  same  allegedly  false and misleading  statements  in  the
  Prospectus   and   Registration  Statement.   Plaintiff   seeks
  certification  of the action as a class action, purportedly  on
  behalf  of  all  persons  other than defendants  who  purchased
  shares   of  the  Company's  common  stock  during  the  public
  offering.   The Company disputes the allegations  contained  in
  the  complaint  and  intends to defend the  action  vigorously.
  The  LaValla  case has been stayed in court pending  resolution
  of the Klein case summarized below.

  On  August 2, 1996, an action was commenced against the Company
  in  the  United States District Court for the Western  District
  of  Pennsylvania  entitled Klein et al.  v.  General  Nutrition
  Companies,  Inc. et al., Civil Action No. 96-1455.   Plaintiffs
  assert  that  the Company is liable for violations of  Sections
  11  and  12(a)(2) of the Securities Act of 1933 and Section  1-
  501(a)  of  the  Pennsylvania Securities Act,  arising  out  of
  allegedly  false  and misleading statements in  the  Prospectus
  and  Registration  Statement for a public  offering  of  common
  stock of the Company which took place on February 7, 1996,  and
  for  violations of Section 10(b) of the Securities Exchange Act
  of  1934  and  for negligent misrepresentation arising  out  of
  allegedly  false  and misleading public statements  during  the
  period   from  the  public  offering  through  May  28,   1996.
  Plaintiffs  also  allege that certain officers,  directors  and
  shareholders  of  the Company, as well as the underwriters  for
  the  public  offering, are liable for other violations  of  the
  federal   and   state   securities  laws  and   for   negligent
  misrepresentation.   Plaintiffs  seek  certification   of   the
  action  as a class action, purportedly on behalf of all persons
  other  than  defendants who purchased shares of  the  Company's
  common  stock during the proposed class period from February  7
  through  May  28,  1996.  The Company disputes the  allegations
  contained  in  the complaint and intends to defend  the  action
  vigorously.

  The  Company  is  presently  engaged  in  various  other  legal
  actions  and  governmental proceedings, and, although  ultimate
  liability  cannot  be  determined  at  the  present  time,  the
  Company  is  currently of the opinion that the  amount  of  any
  such  liability  from these other actions and proceedings  when
  taking  into  consideration  the  Company's  product  liability
  coverage,  will  not  have a material  adverse  impact  on  its
  financial position, results of operations or liquidity.

7.Inventories.  Inventories consist of the following:

                                 October 11,    February 1,
                                    1997            1997
                                      (in thousands)

Product ready for sale           $ 178,548      $ 158,800
Unpackaged bulk product and                     
  raw materials                     36,499         36,121
Packaging supplies                   2,876          3,440
                                    
                                 $ 217,923      $ 198,361

8.Restructuring Charge.  During the second quarter of  1996,  the
  Company  recorded  a  restructuring  charge  of  $80.2  million
  related  to  the write-off of goodwill, property and equipment,
  inventories,  and  other  assets associated  with  management's
  decision  to  discontinue the Nature Food Centres (NFC)  retail
  concept.   The  charge for NFC of $66.7 million included  $52.7
  million  of  goodwill.   The remaining  $13.5  million  of  the
  recorded  charge  related  to  unproductive  General  Nutrition
  Centers  (GNC) assets, primarily inventory relating to  Natural
  Solutions  cosmetic  and other products, fitness  and  apparel
  products,  all  of  which have been discontinued,  as  well  as
  excess  costs  resulting from retrofitting the Alive  prototype
  store.

9.Treasury  Stock  - During the quarter ended October  11,  1997,
  the  Company retired 11.7 million shares of common  stock  that
  were held in treasury.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF  OPERATIONS

FORWARD-LOOKING STATEMENTS

      This  quarterly  report  on Form 10-Q  contains  statements
relating  to  future  results of the Company  (including  certain
projections   and  business  trends)  that  are  "forward-looking
statements"  as  defined  in  the Private  Securities  Litigation
Reform  Act  of 1995.  Actual results may differ materially  from
those  projected as a result of certain risks and  uncertainties,
including  but not limited to changes in political  and  economic
conditions; demand for and market acceptance of new and  existing
products, as well as other risks and uncertainties detailed  from
time  to  time in the filings of the Company with the  Securities
and Exchange Commission.

RESULTS OF OPERATIONS

Revenue

      Consolidated  revenue for the twelve  and  thirty-six  week
periods  ended  October 11, 1997 was $278.0  million  and  $816.6
million, respectively, representing increases of 22.7% and  21.1%
from  the  same periods in 1996.  Presented below is a comparison
of  revenue  for each of the Company's businesses for the  twelve
and thirty-six week periods:

                              CONSOLIDATED REVENUE
                                                                
                                 12 Weeks Ended
 
                October 11,   % of Total    October 12,  % of Total 
                   1997         Revenue        1996        Revenue
               (in millions)               (in millions)
                                                                   
Retail           $ 198.6          71.4%      $ 165.9         73.2% 
Franchising         54.7          19.7%         42.7         18.9%
Manufacturing       24.7           8.9%         18.0          7.9%
Total            $ 278.0         100.0%      $ 226.6        100.0%  
                                                                  

                                 36 Weeks Ended

               October 11,    % of Total    October 12,   % of Total
                  1997          Revenue        1996         Revenue
              (in millions)                (in millions)

Retail          $ 595.2           72.9%      $ 493.9         73.2%
Franchising       158.9           19.4%        128.6         19.1%
Manufacturing      62.5            7.7%         52.0          7.7%
Total           $ 816.6          100.0%      $ 674.5        100.0%
   


           Retail  Revenue.  Domestically, the Company's products
are  sold  through retail outlets operating primarily  under  the
General  Nutrition Centers and GNC Live Well store names ("GNC").
The Company also operates retail stores under the Nature's Fresh,
Nature   Food   Centres,   and  Amphora  names.  Internationally,
products  are  sold  through retail outlets operating  under  the
names  of Health and Diet Centres  and General Nutrition  Centres
in  the United Kingdom, Canada, and New Zealand.  Presented below
is   a  summary  of  revenue  by  operating  retail  entity   and
corresponding store information:


                                    RETAIL REVENUE
                           
                                    12 Weeks Ended 
                                                            
                 October 11,   % of Total     October 12,   % of Total  
                    1997         Retail          1996         Retail           
                (in millions)    Revenue     (in millions)    Revenue
                                                                               
General Nutrition                    
    Centers        $ 178.9        90.1%         $ 149.5       90.1%      
Other domestic                    
    stores            14.9         7.5%            14.1        8.5%   
International                  
    stores             4.8         2.4%             2.3        1.4%
                   
                   $ 198.6       100.0%         $ 165.9      100.0%


                                     36 Weeks Ended                            
      
                 October 11,     % of Total    October 12,   % of Total
                    1997           Retail          1996        Retail
                (in millions)      Revenue    (in millions)    Revenue

General Nutrition
    Centers        $ 535.7          90.0%        $ 455.4         92.2%
Other domestic
    stores            46.3           7.8%           31.7          6.4%
International
    stores            13.2           2.2%            6.8          1.4%

                   $ 595.2         100.0%        $ 493.9        100.0%          



                                  Operating Store Locations

                              October 11,             October 12,
                                 1997                    1996

General Nutrition Centers       1,908                   1,656
Other domestic stores              54                      91
International stores               61                      20  
                                2,023                   1,767


Revenue  at  GNC  increased 19.7% and 17.6% for  the  twelve  and
thirty-six week periods ended October 11, 1997 when compared with
the   same   periods  in  1996.   The  increase  in  revenue   is
attributable  to  both the opening of 252  net  new  stores  from
October  12,  1996 to October 11, 1997, and favorable  comparable
store sales gains of 10.1% and 8.3% for the twelve and thirty-six
week period ending October 11, 1997, respectively.


The  Company believes that the favorable increases in  comparable
store  sales  is  mainly  attributable  to  the  combination   of
positive publicity relating to herbs and dietary supplements, the 
changes   made  in  the Company's marketing strategy  during  the 
fourth quarter  of 1996, as well as favorable scientific research.
The  Company also believes that the  combined efforts   of  these 
attributes  should continue to have a positive impact on  revenue
through the remainder of the year.

Other  domestic  retail  revenue, comprised  of  Nature's  Fresh,
Nature  Food Centres, and Amphora,  increased 5.7% for the twelve
week  period,  and  46.1% for the thirty-six  week  period  ended
October 11, 1997 when compared to the same periods in 1996.   The
net  increase  in other domestic retail revenue  is  due  to  the
Company's  acquisition of Nature's Fresh in the third quarter  of
1996,  partially  offset  by NFC store closings  related  to  the
discontinuance of the NFC retail concept. (See Note 8 of Notes to
Consolidated Financial Statements).

      Franchising  Revenue.  Revenue from the  franchise  segment
increased  28.1%  and  23.6% for the twelve and  thirty-six  week
periods  ended  October  11, 1997 when  compared  with  the  same
periods in 1996.  The increase continues to be driven by both new
store  openings,  148 net new openings since  October  12,  1996,
coupled  with  strong franchisee comparable store sales  for  the
twelve and thirty-six week period ended October 11, 1997 of 22.1%
and  16.2%  domestically, and 13.8% and  12.0%   internationally.
The  Company believes that the increase in comparable store sales
for  its  franchise  stores continues  to  be driven  by  i)  the
benefit that an on-sight owner/operator has on the performance of
the   store;  ii)  the  positive publicity  relating to herbs and 
dietary supplements;  iii)  the changes   made  in  the Company's 
marketing    strategy  during  the   fourth  quarter of 1996 and; 
favorable scientific research.

Product sales at wholesale prices and royalties on retail  sales,
representing   the   core  of  Franchising's  ongoing   revenues,
comprised  92.4%  and 93.6% of total franchise  revenue  for  the
twelve and thirty-six weeks ended October 11, 1997 versus 91% and
92.4% for the same period in 1996.  Remaining franchising revenue
included  sales  of stores, fixtures, franchise  award  fees  and
interest income on franchise accounts receivable.  Total  system-
wide  franchise  retail  sales were  $106.2  million  and  $307.3
million  for  the twelve and thirty-six weeks ending October  11,
1997,   an   increase  of  $25.9  million  and   $68.4   million,
respectively when compared with the same periods in 1996.

Presented below are the number of operating franchise stores, the
number of franchises awarded but not yet open, and the number  of
outstanding development agreements:

                               Number of Operating Franchise Locations
                                                             
                             October 11, 1997          October 12, 1996
Franchise Locations      Domestic  International   Domestic  International
                           
At beginning of quarter   1,117          134          944          113
   Added                     65            5           73            5
   Repurchased              (50)           -          (14)           -
   Closed                    (2)          (1)           -           (1)
At end of quarter         1,130          138        1,003          117
                                                             
Stores awarded but not                                       
  yet open                  252            1          192            1
Development agreements       50          395           42          381
                                                             


      Manufacturing  Revenue.   Total revenue  generated  by  the
Company's  manufacturing  segment,  including  sales   to   other
segments of the Company and sales to various other third-parties,
increased  to     21.3%, in the twelve weeks and  24.0%,  in  the
thirty-six  weeks ended October 11, 1997 when compared  with  the
same periods in 1996.

      Domestic  intercompany  sales increased  12.9%  during  the
current  quarter and 24.9% on a year to date basis when  compared
to  the  same  periods in 1996.  During the quarter,  third-party
sales  increased 36.6% or $5.6 million over the same  quarter  in
1996.   The  increase  in  third-party sales  is  the  result  of
additional   capacity  and   improved production  efficiencies at 
manufacturing.

                         Analysis of Consolidated Operating Costs and Expenses
                                
                                12 Weeks Ended             36 Weeks Ended
                            October 11,  October 12,   October 11, October 12,
                               1997         1996           1997       1996
                                (in thousands)              (in thousands)     

Cost of sales, including                                              
  cost of warehousing,
  distribution and           
  occupancy                  $170,625    $139,723       $498,500    $417,707
  Percent of net revenue         61.4%       61.7%          61.1%       61.9%
                                                                      
Selling, general and              
  administrative             $ 63,118    $ 53,038       $186,453    $153,704
  Percent of net revenue         22.7%       23.4%          22.8%       22.8%
                                                                      
Restructuring charge         $      -    $      -       $      -    $ 80,243
   Percent of net revenue           -           -              -        11.9%
                                                                            
Operating earnings           $ 44,227    $ 33,861       $131,680    $ 22,885
   Percent of net revenue        15.9%       14.9%          16.1%        3.4%
                                

      Cost  of sales decreased as a percentage of net revenue  by
 .3%  and  .8%  for the twelve and thirty-six week  periods  ended
October  11,  1997 when compared with the same periods  in  1996.
The  favorable decrease in cost of sales as a percentage  of  net
revenue was attributable to the Company's ability to successfully
leverage  expenses  against  both  rising  retail  revenues   and
comparable  store  sales,  including occupancy  costs  which  are
primarily  fixed in nature.  The Company was also  successful  in
leveraging its selling, general and administrative costs  against
revenues  during  the  quarter, decreasing .7%  versus  the  same
period in 1996.

      During  the second quarter of 1996, the Company recorded  a
restructuring charge of $80.2 million related to the write-off of
goodwill,  property and equipment, inventories, and other  assets
associated  with  the  decision to  discontinue  the  NFC  retail
concept  and  to  adjust  for certain  unproductive  assets,  the
majority of which were in the retail business segment.  (See Note
8 of Notes to Consolidated Financial Statements).

Non-Operating Income (Expense) Analysis

      Interest expense increased $.9 million and $5.2 million for
the  twelve  and thirty-six week periods ended October  11,  1997
when  compared  to  the same periods in 1996.   The  increase  in
interest expense is primarily the result of $49.3 million of  net
additional  borrowings made under the Company's revolving  credit
facility since the second quarter of 1996, the majority of  which
was  to  fund the Company's stock repurchase activity.   Interest
expense  for the remainder of the year should remain higher  than
the previous year as a result of these additional borrowings.

Review of Financial Condition
Analysis of Liquidity and Capital Resources

      During  the  thirty-six weeks ended October 11,  1997,  the
Company's  business segments continued to contribute to increased
earnings  from continuing operations.  The Company's  cash  flows
from  operating, investing and financing activities as  reflected
in  the  Consolidated Statements of Cash Flows are summarized  as
follows:
                                    36 Weeks Ended
                                October 11,  October 12,
                                    1997        1996
                                     (in thousands)                           i
                           
Cash provided by (used in):                     
  Operating activities          $ 108,858     $  47,521
  Investing activities            (62,706)      (67,075)
  Financing activities            (45,319)       19,591
Effect of exchange rate 
  changes on cash                    (833)          (37)
Net change in cash              $       -     $       -
 
                                                 


     Operating Activities.  Cash provided by operating activities
for  the  thirty-six  weeks ended October  11,  1997  was  $108.9
million  versus  $47.5 million for the same period  in  1996,  an
increase of $61.4 million.  This increase is primarily the result
of increased earnings and  favorable  changes   in  the Company's 
operating  assets  and liabilities of $54.1 million.

      Investing  Activities.   The  Company's  primary  investing
activities have historically  been for capital expenditures  made
in  connection  with new store construction,  the  remodeling  of
existing   stores,  and  expansion  requirements  at   both   the
manufacturing and distribution facilities.  Capital  expenditures
for  the  thirty-six weeks ended October 11, 1997 have  decreased
8.4% from the same period in 1996. The Company has made  payments
for franchise store acquisitions of $14.5 million and $4.5 million
for the thirty-six  weeks ended  October 11, 1997 and October  12,
1996, respectively, the result of the Company's accelerated buyback 
program of existing franchise store locations.  The Company plans 
to  spend  between $60 million  and $80 million for the franchise
store buyback program.

      Financing  Activities.  Cash used in  financing  activities
decreased  $64.9 million for the thirty-six weeks  ended  October
11,  1997  versus  the same period in 1996.  For  the  thirty-six
weeks  ended  October  11, 1997 and October 12, 1996, the Company
repurchased  $35.1  million and $117.3 million of treasury stock,
respectively.  Additional funds generated by operating activities 
were  used to reduce  debt under  the Company's  revolving credit
facility.  For the  thirty-six weeks ended October  12, 1996, the 
Company's  primary  sources  of  cash were $126.4 million  in net 
borrowings  on its revolving credit  facility and  $33.4  million 
in funds received from the sale, in February 1996, of approximately 
1.6 million shares of its common   stock.   The  Company  utilized
this $159.5 million  of  cash  inflow  to repurchase  7.6  million 
shares of the Company's  own  stock  for $117.3   million, as well 
as to repay $34.0 million  on its  bank term  loan.  At October 11, 
1997, the Company had $353.1 million available on its $700 million 
revolving credit facility after excluding  $2.9 million restricted 
for letters of credit.


                   PART II.  OTHER INFORMATION

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

     (11.1)   Computation of net earnings (loss) per share is
              attached.

       (23)   Interim   review  report  of   the   Company's
              independent accountants, Deloitte & Touche  LLP,  for
              the   fiscal  quarter  ended  October  11,  1997   is
              attached.

     (23.1)   Letter in lieu of consent of the Company's
              independent accountants, Deloitte & Touche  LLP,  for
              the  fiscal  quarter  ended  October  11,   1997   is
              attached.

       (27)   Financial Data Schedule is attached.

              No  current  reports on Form  8-K  were 
              filed during the current fiscal quarter.


                           SIGNATURES

Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.

                   GENERAL NUTRITION COMPANIES, INC.


                 By:  /s/  Edwin J. Kozlowski
                           Edwin J. Kozlowski

                           Executive  Vice  President,  Chief Financial
                           Officer,  and Principal Accounting Officer



DATE: November 21, 1997